Common use of Closing Payment Clause in Contracts

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, have sufficient cash available lines of credit or cause other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be made, paid by it pursuant to and in connection with this Agreement and the following payments Debt Financing (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow AgentAcquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreementcommitment letter, dated as of the Closing Datedate hereof, by and among Buyer, OroniteBofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the Local Sellers’ Representative “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and the Purchase Price Adjustment Escrow Agentother Persons party thereto (collectively, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow AgreementLenders”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein)) have agreed, and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the Purchase Price Adjustment Escrow Agreement date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and this Agreementthe Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. All Buyer has fully paid or caused to be fully paid any and all commitment fees charged by the Purchase Price Adjustment Escrow Agent or other fees required to be paid in connection with the Purchase Price Adjustment Escrow Account Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or to the Knowledge of Buyer, any other parties thereto, under the Debt Commitment Letter, or a failure of any condition to the Debt Financing or would otherwise result in any portion of the Debt Financing being unavailable on the Closing Date or, to the Knowledge of Buyer, make any assumption or statement set forth in the Debt Commitment Letter inaccurate in any material respect. As of the date hereof and assuming satisfaction of the conditions set forth in Sections 6.01 and 6.03, Buyer does not have any reason to believe that any of the conditions to the Debt Financing will fail to timely be satisfied or that the full amount of the Debt Financing will be borne 50% by Buyer and 50% by unavailable on the Sellers; Closing Date. The Debt Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder (2) including pursuant to U.S. Bank National Association, as escrow agent any “flex” provisions in the related fee letter (the “Local Sellers’ Escrow AgentFee Letter”), ) a true and complete copy of which (in redacted form removing only the sum equal fee information and pricing “flex” information) has been provided to Parent prior to the Local Sellers’ Percentage of US$9,000,000 (date hereof) or otherwise to make the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as full amount of the Debt Financing available to Buyer at the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions other than as set forth in Exhibit K therein (including the “Local Sellers’ Escrow Agreement”payment of customary fees). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for There are no side letters or other agreements, contracts or arrangements to which Buyer or any adjustment of its Affiliates is a party that are related to the Estimated Purchase Price pursuant to Section 2.3funding or investing, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all applicable, of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions full amount of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, Debt Financing other than as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as expressly set forth in Exhibit L the Debt Commitment Letter. Buyer acknowledges that the receipt of third party financing (including the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment Debt Financing) is not a condition to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s its obligations to indemnify Buyer for any other Losses pursuant to under this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (Aa) During No later than 6:00 pm local time in New York, NY on the Interim Period and at date on which the Offer has concluded, the Purchaser shall notify the Seller in writing of the Purchaser Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Trust Amount”). (b) At least 5 five Business Days prior to the Closing, Oronite the Seller shall deliver to the Purchaser a written schedule setting forth the Seller’s good faith estimate as of the Closing, together with reasonable supporting detail, of (i) the Seller Transaction Expenses, (ii) Seller-Paid Purchaser Transaction Expenses, (iii) Company Transaction Expenses, (iv) any Net Working Capital Adjustment, (v) any Excess Capital Expenditures Adjustment, (vi) any Aggregate Acquisition Adjustments, (vii) any Unpaid Pre-Closing Income Taxes, (viii) any Overpaid Pre-Closing Income Taxes, (ix) Outstanding Indebtedness, and (x) Cash. At least two Business Days prior to the Closing, the Purchaser shall deliver to the Seller a written schedule setting forth the Purchaser’s good faith estimate as of the Closing, together with reasonable supporting detail, of (A) the unpaid Purchaser Transaction Expenses, (B) the Preferred Offering Proceeds and (C) the Common Offering Proceeds. (c) Following receipt of the Final Purchaser Trust Amount and the Local Sellers’ Representative estimates referenced in Section 2.03(b), and at least two Business Days prior to the Closing, the Seller shall jointly prepare deliver to the Purchaser a written schedule (the “Closing Statement”) setting forth the Seller’s good faith calculation, together with reasonable supporting detail, of (i) the Total Purchase Price and deliver the components thereof, (ii) the Cash Purchase Price and the components thereof, (iii) the number of shares of Purchase Price Common Stock to be issued and (iv) the allocation (the “Allocation”) of the Total Purchase Price, any post-Closing payments payable to the Seller pursuant to Section 5.18 and any assumed liabilities treated as amounts realized and any other relevant amounts for U.S. federal income Tax purposes to the stock of each of NRC US Holding Company, LLC, NRC Int. Holding Company, LLC and SES Holdco, LLC. The Closing Statement shall also include a certificate signed by an authorized officer of the Seller, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the Acquired Entities. The Purchaser shall be entitled to review and make reasonable comments and revisions to the Closing Statement. The Seller will reasonably cooperate with the Purchaser in the review of the Closing Statement, including providing the Purchaser and its Representatives with reasonable access to the relevant books, records and employees of the Acquired Entities in order for the Purchaser to review the Closing Statement. The Seller will cooperate reasonably with the Purchaser to revise the Closing Statement which to the extent necessary to reflect any of the Purchaser’s reasonable comments. If the Closing Statement is so revised, such revised Closing Statement, or if the Purchaser had no such comments, then the initial Closing Statement shall be subject deemed to Buyer’s approvalbe the final “Closing Statement,” in each case as approved in writing by Purchaser (which approval shall not be unreasonably withheld, and the Parties shall resolve any issues related to conditioned or arising out of the calculation of the Closing Payment in accordance with Exhibit C.delayed). (Bd) At the Closing, Buyer the Purchaser shall make, pay or cause to be madepaid in cash, the following payments (collectively, the “Closing Payment”):by wire transfer of immediately available funds: (1i) to U.S. Bank National Associationthe Seller Transaction Expenses, as escrow agent (in the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” amounts and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as accounts set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the SellersClosing Statement; (2ii) to U.S. Bank National Associationthe unpaid Purchaser Transaction Expenses, as escrow agent (in the “Local Sellers’ Escrow Agent”), the sum equal amounts and to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as accounts set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount Closing Statement, which Purchaser Transaction Expenses shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed first be paid from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers;Non-Trust Expense Account; and (3iii) to U.S. Bank National Associationthe Cash Purchase Price, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of less the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding TaxesSeller Transaction Expenses paid pursuant to clause (i) above, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to accounts designated by the Local Sellers Seller and set forth in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsClosing Statement.

Closing Payment. (Aa) During On the Interim Period and at least 5 Business Days prior Closing Date, Purchaser shall pay, or cause Parent to pay, to the ClosingSellers their Pro Rata Portion of the Estimated Closing Payment; provided, Oronite however, that the Pro Rata Portion of the Estimated Closing Payment payable to VMRG shall be reduced by $90,000 and the Local Sellers’ Representative shall jointly prepare and deliver Pro Rata Portion of the Estimated Closing Statement which Payment payable to NLX shall be subject to Buyer’s approvalreduced by $360,000 (together, and such $450,000 amount, the Parties shall resolve any issues related to or arising out “Tax Escrow Amount”). The portion of the calculation Estimated Closing Payment consisting of the Closing Cash Consideration plus the aggregate Market Value of the Parent Share Consideration (if any) shall equal $8,000,000. At its sole discretion, Purchaser may elect to pay up to twenty-five percent (25%) of the Estimated Closing Payment in Parent Shares, so long as the Parent Shares are issued in accordance with Exhibit C.this Agreement and are in an amount equal to the Market Value of such Parent Share Consideration and subject to the holding period and other requirements set forth in Rule 144 promulgated under the Securities Act. (Bb) At The Sellers and the ClosingSeller Representative hereby authorize and direct Purchaser on the Closing Date to pay via wire transfer of immediately available funds (i) the Estimated Closing Payment to the Sellers in accordance with their Pro Rata Portion to the banks and accounts set forth in the Closing Consideration Schedule, Buyer shall make(ii) the Estimated Closing Indebtedness and Estimated Company Transaction Expenses to the payees and their accounts as set forth on the Estimated Closing Statement Certificate, or cause (iii) the Escrow Amount and the Tax Escrow Amount to be madeCitibank, N.A., a national banking association organized and existing under the following payments (collectively, laws of the “Closing Payment”): (1) to U.S. Bank National AssociationU.S., as escrow agent (the “Purchase Price Adjustment Escrow Agent”), for deposit into an account pursuant to an escrow agreement by and among Purchaser, the sum of US$5,000,000 Seller Representative and the Escrow Agent (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall ) in a form to be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite mutually agreed in good faith by ▇▇▇▇▇▇▇▇▇ and the Local Sellers’ Trustee as provided herein), Sellers and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ Purchase Price adjustment, the indemnification obligations under Article III and Article IX, as applicable, and the covenants set forth in Section 10.8, and (iv) the KMC Closing Payment to indemnify Buyer for any other Losses pursuant KMC to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all an account designated in writing by KMC. Any portion of the foregoing obligations, such remaining funds shall be applied by Escrow Fund or the Local Sellers’ Tax Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers Fund that render services is released to the Local Sellers in connection accordance with the negotiation, execution and performance terms of this Agreement and the transactions contemplated hereby), Ancillary Agreements shall constitute Purchase Price and will be held by the Local Sellers’ Escrow Agent in escrow subject paid to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller each Seller’s Pro Rata Shares), an amount equal to the Local Sellers’ Percentage Portion. (c) The Sellers hereby waive and release Purchaser from any claims or liabilities arising out of the Estimated Purchase Price minus the Local Sellers’ Percentage further disposition of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsClosing Payment.

Closing Payment. (Aa) During At the Interim Period and Closing, the Purchaser shall pay the applicable portion of the Purchase Price by wire transfer of immediately available funds to each Selling Shareholder in an amount equal to the amount set forth for such Selling Shareholder in the Closing Payment Schedule. (b) At the Closing, the Purchaser shall pay to the Company the Closing Options Payout Amount by wire transfer of immediately available funds to the account which is designated by the Company in writing at least 5 three Business Days prior to the ClosingClosing as set forth on the Closing Payment Schedule. Promptly after receipt of the Closing Options Payout Amount, Oronite but subject to Section 9.5, the Company will pay all cash amounts payable to a holder of Terminated Options who is not an employee of the Company in accordance with Section 2.1(c), provided that the Company shall be entitled to deduct any amount required to be withheld or deducted under Applicable Laws, including pursuant to Section 2.7. Payment to a holder of Terminated Options who is an employee of the Company shall be made in accordance with Section 2.1(c) and subject to Section 9.5. (c) At the Local Closing and conditioned upon the delivery of executed payoff letters for each noteholder receiving any portion of the Note Repayment Amount from the Company to the Purchaser, the Purchaser shall also pay, by wire transfer of immediately available funds, to the Company or the Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out another designee of the calculation Company designated in writing to the Purchaser at least three (3) Business Days before the Closing, for disbursement to each holder of the Outstanding Convertible Notes, to the extent any such Outstanding Convertible Note has not been converted into Ordinary Shares prior to the Closing, if any, the applicable portion of the Note Repayment Amount for such Outstanding Convertible Note, as set forth on the Closing Payment in accordance with Exhibit C. (B) Schedule. At the Closing, Buyer shall make, or cause to be made, Closing and conditioned upon the following payments (collectively, conversion of an Outstanding Convertible Note listed on Schedule 1.1(b) into the “Closing Payment”): (1number of the Ordinary Shares issued upon conversion of such notes as set forth in Schedule 1.1(b) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow AgentConversion Shares”), the sum Purchaser shall pay, by wire transfer of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”)immediately available funds, which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms holder of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronitesuch Outstanding Convertible Note, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage number of Conversion Shares multiplied by the Estimated same Per Share Purchase Price minus for each Purchased Share, in full consideration for the Oronite Percentage sale of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) all such Conversion Shares to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPurchaser.

Closing Payment. No later than five (A5) During the Interim Period and at least 5 Business Days prior to the ClosingClosing Date, Oronite and the Local SellersStockholders’ Representative shall jointly prepare and deliver to Purchaser (i) an unaudited balance sheet of the Insurance Company as of the last day of the month ended immediately prior to the Closing Statement which shall be subject Date (the “Estimation Date”) but giving effect to Buyer’s approval, and the Parties shall resolve any issues related to or arising out distribution of the Extraordinary Dividend, prepared in accordance with SAP Consistently Applied (the “Estimated Closing Balance Sheet”), (ii) the Stockholders’ calculation of the Statutory Surplus based on the Estimated Closing Balance Sheet (the “Estimated Closing Statutory Surplus”) and the Liquid Asset Valuation (the “Estimated Closing Liquid Asset Valuation”), each as of the Estimation Date, (iii) the amount of any adjustments to the Closing Payment in accordance with Exhibit C.pursuant to this Section 2.7 and (iv) the amount necessary to pay off the Closing Debt as contemplated by Section 5.16. The Closing Payment will equal the Base Purchase Price, adjusted as follows: (Ba) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Associationif the Estimated Closing Statutory Surplus is less than the Target Surplus, as escrow agent (the “Base Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, reduced by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of amount by which the Target Surplus exceeds the Estimated Closing Statutory Surplus; and (2) if the Estimated Closing Statutory Surplus is greater than the Target Surplus, the Base Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required shall be increased by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of amount by which the Estimated Closing Statutory Surplus exceeds the Target Surplus; and (b) (1) if the Estimated Closing Liquid Asset Valuation is less than the Target Liquid Asset Valuation, the Base Purchase Price minus the Local Sellers’ Percentage of shall be reduced by an amount equal to the amount of by which the Target Liquid Asset Valuation exceeds the Estimated Closing Liquid Asset Valuation; and (2) if the Estimated Closing Liquid Asset Valuation is greater than the Target Liquid Asset Valuation, the Base Purchase Price Adjustment Escrow Amount minus shall be increased by an amount equal to the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required amount by applicable Lawswhich the Estimated Closing Liquid Asset Valuation exceeds the Target Liquid Asset Valuation.

Closing Payment. (A) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, the Buyer shall make, Entities (or cause to be made, their Affiliates) will make the following payments (collectivelytogether, the “Closing Payment”): (1i) to U.S. Bank National Association, as escrow agent $5,000,000 (the “Purchase Price Adjustment Escrow Amount”) will be deposited with ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded held pursuant to the terms of that certain an escrow agreement in the form of Exhibit A (the “Escrow Agreement”), dated entered into by the Buyer, the Sellers’ Representative, and the Escrow Agent; (ii) $95,000,000, less the sum of (v) the amount of Closing Indebtedness, (w) the amount of any Change of Control Payments, (x) the amount of Seller Transaction Expenses, (y) the amount of Unpaid 2010 Bonuses and Commissions, and (z) if required pursuant to Section 5.8(b), the Eiber Estimated Settlement Amount, will be paid to the Sellers’ Representative (for the benefit of the Seller Parties) by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative; (iii) the amount of the Closing Indebtedness shall be paid to the Sellers’ Lenders in accordance with the instructions set forth in the Payoff Letters; (iv) the Seller Transaction Expenses shall be paid to each provider of services set forth in the Payoff Letters; (v) the Change of Control Payments shall be paid to the parties required to receive such payments as set forth on Schedule 1.9(c)(v); and (vi) the Unpaid 2010 Bonuses and Commissions shall be paid to the parties entitled to receive such payments as set forth on Schedule 1.9(c)(vi). The Seller Parties will deliver to the Buyer evidence of receipt of the Closing Payment (including the amount of the Closing Indebtedness, the Seller Transaction Expenses, the Change of Control Payments) and of payment of the Unpaid 2010 Bonuses and Commissions, and evidence of the payment of any payroll amounts owed to employees of the Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. on account of any period ending on or prior to the Closing Date, by and among Buyerin each case, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment reasonably satisfactory to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (Aa) During the Interim Period and at least 5 Business Days prior The Sellers have delivered to the Closing, Oronite and Buyer a statement (the Local “Closing Statement”) in the form of Exhibit D hereto reflecting the Sellers’ Representative shall jointly prepare and deliver estimate of (i) the Closing Statement which shall be subject to Buyer’s approvalIndebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), and (v) the Parties shall resolve any issues related amount of Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”). The Sellers have also delivered to or arising out of the calculation of Buyer, together with the Closing Payment Statement, a certificate executed by the Sellers to the effect that such estimates were determined in good faith in accordance with Exhibit C.GAAP currently in effect, consistently applied. (Bb) At the Closing, the Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” will pay and established and funded pursuant deliver to the terms of that certain Escrow Agreement, dated Sellers’ Representative or as of directed by the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and on behalf of the Sellers, the Estimated Cash Purchase Price Adjustment Price, less the Escrow AgentAmount, substantially in the form and on terms and conditions as set forth in Exhibit J by wire transfer of immediately available funds (the “Purchase Price Adjustment Escrow AgreementNet Closing Payment”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided As used herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow AccountEstimated Cash Purchase Price” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, means an amount equal to the Oronite Percentage of (i) $25,000,000, minus (ii) the Estimated Closing Indebtedness Amount, plus (iii) the Estimated Closing Cash Amount, plus (iv) the Estimated Net Working Capital Adjustment Amount (which may be a negative number and therefore a reduction to the Estimated Cash Purchase Price Price), minus the Oronite Percentage of (v) the amount of Estimated Seller Transaction Expenses. The Net Closing Payment shall be paid by the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) Buyer to the Local Persons and accounts set forth in the funds flow memorandum (the “Funds Flow Memo”) delivered by the Sellers’ Trustee (for further distribution Representative at least one business day prior to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsClosing.

Closing Payment. The amount which shall be due at the Closing shall be an amount computed as set forth below: (Aa) During the Interim Period and at least 5 Business Days On or prior to the second Business Day immediately preceding the Closing Date, Seller shall deliver to Buyer a Draft Closing Statement for the Closing. On the Closing Date: (i) if the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date exceeds the Estimated Purchase Price, Oronite Seller shall pay the amount of such excess to Buyer by wire transfer of immediately available funds to Buyer's Account, or (ii) if the Estimated Purchase Price exceeds the aggregate amount (including Accrued Interest) of the Deposit Liabilities assumed by Buyer at the Closing as of the close of business on the fifth Business Day preceding the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds to Seller's Account, the amount of such excess. (b) On or before 12:00 noon on the thirtieth day following the Closing Date, Seller shall deliver to Buyer a statement setting forth (i) the Closing Purchase Price (including all adjustments and prorations to the Closing Purchase Price) and each component of the Closing Purchase Price (including with respect to the Loans the Final Loan Schedule) and (ii) the amount of Deposit Liabilities (including Accrued Interest on them) assumed by Buyer as of the close of business on the Closing Date. Such statement shall also set forth, as applicable, (iii) the amount by which the aggregate balance of the Deposit Liabilities (including Accrued Interest on them) transferred to Buyer on the Closing Date exceeded the Closing Purchase Price (including all adjustments and prorations to the Closing Purchase Price) calculated as of the close of business on the Closing Date or (iv) the amount by which the Closing Purchase Price, including all adjustments and prorations to the Closing Purchase Price, exceeded the aggregate balance of the Deposit Liabilities assumed by Buyer on the Closing Date, calculated as of the close of business on the Closing Date (the amount calculated pursuant to subparagraph (iii) or (iv) of this section 3.02(b), as applicable, the "Adjusted Payment Amount"). (c) On or before 12:00 noon on the forty-fifth day following the Closing Date: (i) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Local Sellers’ Representative Adjusted Payment Amount exceeds the Estimated Payment Amount, then Seller shall jointly prepare and deliver pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Statement which Date but excluding the payment date; (ii) if Seller had transferred immediately available funds to Buyer under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; (iii) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Estimated Payment Amount exceeds the Adjusted Payment Amount, then Seller shall pay to Buyer by wire transfer of immediately available funds to Buyer's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date; and (iv) if Buyer had transferred immediately available funds to Seller under section 3.02(a) at the Closing and the Adjusted Payment Amount exceeds the Estimated Payment Amount, then Buyer shall pay by wire transfer of immediately available funds to Seller's Account the amount of such excess, plus interest thereon calculated using the Federal Funds Rate from the Closing Date but excluding the payment date. (d) Except as provided in the next sentence, all payments with respect to any Loan purchased by Buyer at the Closing received by Seller or Buyer on or prior to the close of business on the Closing Date shall be subject to Buyer’s approvalthe property of Seller, and all payments with respect to such Loan received by Seller or Buyer after the Parties Closing Date shall resolve be the property of Buyer. Any payments with respect to any issues related Loan purchased by Buyer at the Closing received by Seller prior to or arising out of the Closing Date that are not reflected in the calculation of the Adjusted Payment Amount and any payments with respect to any Loan purchased by Buyer at the Closing Payment in accordance with Exhibit C. (B) At received by Seller after the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which Date shall be deposited in an escrow account promptly forwarded by Seller to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws.

Closing Payment. (Aa) During the Interim Period and at least 5 Business Days prior to the Closing, Oronite and the Local Sellers’ Representative shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of Parent will make the Closing Payment in accordance with Exhibit C.and subject to the following limitations: (i) The maximum aggregate number of Parent Shares to be used by Parent to pay consideration to all Former Equity Owners (whether as part of the Closing Payment, as part of any Escrowed Shares, or as part of any later payment of Merger Consideration) will not exceed the Parent Share Limit; **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) That portion of the Closing Payment to be paid to any Non-Accredited Investor will be paid entirely in cash out of that portion of the Net Closing Cash referred to in Section 2.4(b)(iii)(C); (iii) Subject to the limitations set forth in Sections 2.5(a)(i) and (ii), that portion of the Closing Payment to be paid to any Accredited Investor will be paid in such combination of (A) Parent Shares and (B) At cash as is determined pursuant to the Parent Shares/Cash Allocation Procedures. For the avoidance of doubt, if and to the extent any portion of the Closing Payment to be made to any Former Equity Owner is withheld as contemplated by Section 2.7, unless otherwise determined by Parent, that withholding will be deducted from the Net Closing Cash and any amount so withheld will be treated as having been paid to the Former Equity Owner for all purposes of this Agreement. (b) Parent will deliver that portion of the Closing Payment Parent Shares that is to be paid to each Former Equity Owner through the Transfer Agent so that the Parent Shares so delivered will be held in the name of the Former Equity Owner immediately after the Closing; except that in the case of any Former Equity Owner who has not delivered to Parent, by not later than two Business Days before the Closing, Buyer shall makean accredited investor letter in such form as Parent may reasonably require, or cause the completion of the transfer of the Parent Shares to the Former Equity Owner will be delayed by the Transfer Agent until Parent has received such an accredited investor letter from the Former Equity Owner after the Closing. (c) Parent will deliver the Escrowed Shares to the Transfer Agent to be made, held as contemplated in Section 2.4(b)(i). (d) Each book-entry confirmation representing any of the Closing Payment Parent Shares (including the Escrowed Shares) will be subject to stop transfer instructions and will be stamped or otherwise imprinted with a legend substantially in the following payments form: “THE SECURITIES REPRESENTED BY CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE “ACT”), the “Closing PaymentAND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”): (1e) Each book-entry confirmation representing any of the Escrowed Shares will be subject to U.S. Bank National Association, as escrow agent stop transfer instructions and will be stamped or otherwise imprinted with a legend (the “Purchase Price Adjustment Escrow AgentLegend”)) substantially in the following form: “THE SALE OR OTHER TRANSFER OF THESE SECURITIES REPRESENTED BY CONFIRMATION, WHETHER VOLUNTARY OR BY **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the sum Securities and Exchange Commission. OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS, AS WELL AS A POTENTIAL OBLIGATION TO SURRENDER THE SECURITIES, BY ACTION OF THE REPRESENTATIVE, IN CERTAIN CIRCUMSTANCES, ALL AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER BETWEEN DERMA SCIENCES, INC., DB MERGER SUB ONE, LLC, BIOD, LLC, AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ AS REPRESENTATIVE, DATED JULY 27, 2016. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF DERMA SCIENCES, INC.” (f) Parent will pay that portion of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account Net Closing Cash that is to be known paid to each Former Equity Owner in accordance with the Closing Payment Spreadsheet and by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Representative concurrently with the Closing Payment Spreadsheet; except that in the case of any Former Equity Owner who has not delivered to Parent a duly executed and valid Form W-9 (or Form W-8BEN in the case of a non-resident alien individuals or foreign entities) (any such duly executed and Valid Form W-9 or Form W-8BEN, as the case may be, a “Purchase Price Adjustment Escrow Account” Valid Form W-9 or W-8BEN”) or with respect to which wire transfer instructions have not been so delivered, Parent will retain the cash that would otherwise have been paid to that Former Equity Owner, to be held until Parent has received a duly executed and established Valid Form W-9 or W-8BEN or wire transfer instructions, as the case may be, and funded pursuant then paid by Parent to the terms Former Equity Owner. (g) No interest will be paid to or accrued in favor of any Former Equity Owner with respect to payments of any Merger Consideration that certain Escrow Agreement, dated as is paid at any time after the Closing Date in accordance with any provision of this Section 2.5. (h) Any portion of the Closing Date, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held Payment that remains unclaimed by the Purchase Price Adjustment Escrow Agent in escrow subject to Former Equity Owners after the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as first anniversary of the Closing DateDate will be returned to Parent, by and among Buyerupon demand, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Associationsuch Former Equity Owner who has not delivered a Valid Form W-9 or W-8BEN or an accredited investor letter, as escrow agent (the “Oronite Escrow Agent”)case may be, the sum equal on or before that first anniversary, may thereafter look only to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as Parent for payment of the Closing DatePayment. Notwithstanding the foregoing, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security Parent will not be liable to any Former Equity Owner for any adjustment amounts paid to a Government Entity pursuant to applicable abandoned property, escheat or similar applicable Laws. Any amounts remaining unclaimed by Former Equity Owners by the second anniversary of the Closing Date (or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required extent permitted by applicable Laws; and (5) to , the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage property of the Estimated Purchase Price minus the Local Sellers’ Percentage Parent free and clear of the amount any claims or interest of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Lawsany Person previously entitled thereto.

Closing Payment. (A) During the Interim Period and at At least 5 five Business Days prior to the Closing, Oronite and the Local Sellers’ Representative Company shall jointly prepare and deliver the Closing Statement which shall be subject to Buyer’s approval, and the Parties shall resolve any issues related to or arising out of the calculation of the Closing Payment in accordance with Exhibit C. (B) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent Purchaser a written statement (the “Purchase Price Adjustment Escrow AgentEstimated Closing Statement”), signed by a duly authorized officer of the sum Company, setting forth its good faith estimate of US$5,000,000 (a) the Closing Working Capital (the “Purchase Price Estimated Closing Working Capital”) and Closing Working Capital Adjustment Escrow Amount, (b) the amount of the Cash Adjustment Amount (the “Estimated Closing Cash Adjustment Amount”), which shall be deposited (c) the amount of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (d) the amount of the Closing Company Service Provider Termination Expenses (the “Estimated Company Service Provider Termination Expenses”), (e) the amount of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (f) the Closing Payment (the “Estimated Closing Payment”), in an escrow account each case, together with reasonably detailed supporting calculations and documentation for such estimates and together with payment and wire instructions for each of the Estimated Closing Payment, any Estimated Closing Indebtedness, the Estimated Company Service Provider Termination Expenses, and the Estimated Closing Transaction Expenses payments to be known as made by Purchaser at the Closing (the “Purchase Price Adjustment Escrow Account” and established and funded pursuant Payment Instructions”). During the period beginning on the date of delivery of the Estimated Closing Statement by the Company until one Business Day prior to the terms of that certain Escrow Agreement, dated as of the Closing Date, by the Company shall give Purchaser an opportunity to provide comments on the Estimated Closing Statement, shall work in good faith to resolve any differences the Company and among Buyer, Oronite, Purchaser may have with respect to any of the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as amounts or calculations set forth in Exhibit J (the “Purchase Price Adjustment Escrow Agreement”). The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment Estimated Closing Statement, and, to the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its representatives the work papers and other books and records used in preparing the Estimated Purchase Price pursuant to Section 2.3 (Closing Statement and any amounts not so utilized will be released to Oronite afford Purchaser and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject its representatives reasonable access to the terms relevant personnel and conditions external representatives of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged by Company to verify the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National Association, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal accuracy of such amounts to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, extent deemed reasonably necessary by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage of the Estimated Purchase Price minus the Local Sellers’ Percentage of the amount of the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPurchaser.

Closing Payment. (Aa) During On the Interim Period Closing Date, and at least 5 Business Days prior pursuant to the ClosingAssignment from Assignor, Oronite Purchaser shall acquire the Purchased Assets and shall assume the Local Sellers’ Representative Assumed Liabilities. (b) Pursuant to Section 3.2(a), on the Closing Date, Assignor shall jointly prepare and deliver pay to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Assignor the absolute value of such figure) by electronic wire transfer in an amount in U.S. dollars (the “Closing Payment”) equal to: (1) an amount equal to the aggregate Net Book Value, as set forth on the Closing Statement which (as defined in Section 3.2(a)), of the sum of (i) the Assumed Deposits, plus Accrued Interest and Fees thereon and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in Section 3.2(a)): (i) the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (ii) the aggregate Appraised Value of the Purchased Real Property; PLUS (iii) the sum of the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs and the Purchased Overdrafts, in each case, plus Accrued Interest and Fees thereon; and the Prepaid Expenses. (Notwithstanding the foregoing, in computing the Aggregate Asset Amount and all Designated Purchased Overdrafts shall be subject to Buyer’s approvalassigned a zero value); PLUS (iv) the unpaid principal balance, and as of the Parties shall resolve any issues related to or arising out Close of Business on the Closing Date, of the Purchased Loans plus accrued interest thereon, as reflected in the Closing Statement; MINUS (v) the Permitted Lien Reduction Amount. (c) The parties agree that the commercial intention of the calculation of the Closing Payment as set out in accordance with Exhibit C.this Section 3.1 is that the Transferred Business sold pursuant to this Agreement has sufficient assets (cash or otherwise) to cover its liabilities. (Bd) At the Closing, Buyer shall make, or cause to be made, the following payments (collectively, the “Closing Payment”): (1) to U.S. Bank National Association, as escrow agent (the “Purchase Price Adjustment Escrow Agent”), the sum of US$5,000,000 (the “Purchase Price Adjustment Escrow Amount”), which shall be deposited in an escrow account to be known as the “Purchase Price Adjustment Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of On the Closing Date, Purchaser shall pay to Assignor, by and among Buyer, Oronite, the Local Sellers’ Representative and the Purchase Price Adjustment Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit J electronic wire transfer an amount (the “Purchase Price Adjustment Escrow AgreementPurchaser Premium”). The Purchase Price Adjustment Escrow Amount ) in U.S. dollars equal to 3.89% of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits (other than (i) certificates of deposit and (ii) Government Deposits) for the calendar month immediately preceding the month in which the Closing occurs and this amount shall be utilized subject to fund any obligations adjustment (and adjusted) as indicated in Section 3.2. (e) In the event that on or before delivery to Purchaser of Sellers pursuant to any adjustment to the Estimated Purchase Price Final Closing Statement pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein3.3(a), Purchaser identifies in a writing delivered to Assignor any fixed and non-contingent payment obligations that do not constitute Assumed Liabilities and are secured by a Permitted Lien on Purchased Real Property or Purchased Personal Property and that will not be held paid by the Purchase Price Adjustment Escrow Agent in escrow subject to HSBC Sellers or Assignor or otherwise bonded over, then, if such payment obligations have not otherwise been factored into the terms and conditions computation of the Purchase Price Adjustment Escrow Agreement and this Agreement. All fees charged Aggregate Asset Amount in respect of the applicable Purchased Real Property or Purchased Personal Property (as the case may be) encumbered by the Purchase Price Adjustment Escrow Agent in connection with the Purchase Price Adjustment Escrow Account will be borne 50% by Buyer and 50% by the Sellers; (2) to U.S. Bank National AssociationPermitted Lien, as escrow agent (the “Local Sellers’ Escrow Agent”), the sum equal to the Local Sellers’ Percentage of US$9,000,000 (the “Local Sellers’ Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Local Sellers’ Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Local Sellers’ Representative and the Local Sellers’ Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit K (the “Local Sellers’ Escrow Agreement”). The Local Sellers’ Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3, shall serve as security for the Local Sellers’ obligations to indemnify Buyer for any other Losses pursuant to this Agreement (and if any funds shall remain undisbursed from the Local Sellers’ Indemnification Escrow Account after the satisfaction of all of the foregoing obligations, such remaining funds shall be applied by the Local Sellers’ Escrow Agent to pay the fees and expenses of any legal, financial advisory and accounting firms and any other service providers that render services to the Local Sellers in connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby), and will be held by the Local Sellers’ Escrow Agent in escrow subject to the terms and conditions of the Local Sellers’ Escrow Agreement and this Agreement. All fees charged by the Local Sellers’ Escrow Agent in connection with the Local Sellers’ Indemnification Escrow Account will be borne will be borne 50% by Buyer and 50% by the Local Sellers; (3) to U.S. Bank National Association, as escrow agent (the “Oronite Escrow Agent”), the sum equal to the Oronite Percentage of US$9,000,000 (the “Oronite Indemnification Escrow Amount”), which shall be deposited in an escrow account to be known as the “Oronite Indemnification Escrow Account” and established and funded pursuant to the terms of that certain Escrow Agreement, dated as of the Closing Date, by and among Buyer, Oronite and the Oronite Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit L (the “Oronite Escrow Agreement”). The Oronite Indemnification Escrow Amount shall serve as additional security for any adjustment to the Estimated Purchase Price pursuant to Section 2.3 and shall serve as security for Oronite’s obligations to indemnify Buyer for any other Losses pursuant to this Agreement, and will be held by the Oronite Escrow Agent in escrow subject to the terms and conditions of the Oronite Escrow Agreement and this Agreement. All fees charged by the Oronite Escrow Agent in connection with the Oronite Indemnification Escrow Account will be borne 50% by Buyer and 50% by Oronite; (4) to Oronite, an amount equal to the Oronite Percentage of the Estimated Purchase Price minus the Oronite Percentage of then the amount of the Purchase Price Adjustment Escrow Amount minus the Oronite Indemnification Escrow Amount and minus withholding Taxessuch payment obligations, if any, as required by applicable Laws; and (5) to the Local Sellers’ Trustee (for further distribution to extent not so factored into the Local Sellers in accordance with their respective Local Seller Pro Rata Shares), an amount equal to the Local Sellers’ Percentage computation of the Estimated Purchase Price minus Aggregate Asset Amount, shall constitute a “Permitted Lien Reduction Amount.” In no event shall a Permitted Lien Reduction Amount on account of a Permitted Lien exceed the Local Sellers’ Percentage Appraised Value or Net Book Value (as the case may be) of the amount of Purchased Real Property or Purchased Personal Property that is encumbered by the Purchase Price Adjustment Escrow Amount minus the Local Sellers’ Indemnification Escrow Amount and minus withholding Taxes, if any, as required by applicable LawsPermitted Lien.